NRS 693B.170 Effect
of chapter on organization’s power and on foreign and alien companies.

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NRS 693B.010Definitions.As
used in this chapter, unless the context otherwise requires:

1. “Acting Director” means an acting
Director elected or appointed in accordance with this chapter.

2. “Acting officer” means an acting
officer appointed in accordance with this chapter.

3. “Acute emergency” means a period in
which, by reason of loss of life, epidemic disease, destruction or damage of
property, contamination of property by radiological, chemical or
bacteriological means, or disruption of the means of transportation and
communication, resulting from an attack, it is impossible or impracticable for
the business of insurance in this state to be conducted in strict accord with
the provisions of law or charters applicable thereto.

4. “Attack” means any attack, actual or
imminent, or series of attacks by an enemy or a foreign nation upon the United
States of America causing, or which may cause, substantial damage or injury to
civilian property or persons in the United States in any manner by sabotage or
by the use of bombs, shellfire, or atomic, radiological, chemical,
bacteriological or biological means or other weapons or processes.

5. “Board” means the board of directors,
board of trustees, committee or similar body having control of the affairs of
an organization.

6. “Charter” means the certificate of
organization or incorporation of an organization together with its bylaws, or
the agreement establishing a fund or association together with its constitution
and bylaws.

7. “Commissioner” means the Commissioner
of Insurance or other person designated to exercise the powers of that office
during an acute emergency.

8. “Director” means a director, trustee or
member of a board.

9. “Domestic organization” means any
organization which is domiciled in this state, including, insofar as the
provisions of this chapter may appropriately apply thereto, any welfare or
pension fund or United States branch of an alien insurer.

10. “Officer” means an officer of a
domestic organization.

11. “Organization” means any insurer,
rating organization, service or advisory organization, joint underwriting
association or other organization which is subject, in whole or in part, to the
insurance laws of this state.

12. “Quorum” means the minimum number of
directors required by charter and law, other than this chapter, to be present
for valid action to be taken at a meeting of a board with respect to each
particular item of business which may come before such meeting.

1. With the approval of the Commissioner,
any domestic organization may at any time adopt, in the same manner as in the
case of ordinary bylaws, emergency bylaws to become operative during a period
of acute emergency. Emergency bylaws may contain provisions with respect to the
number of directors capable of acting which shall constitute its board, the
number of such directors which shall constitute a quorum at a meeting of the board,
the number of votes necessary for action by such board, the manner in which
vacancies on the board shall be filled, the line of succession of its officers,
and the interim management of the affairs of the organization.

2. Such provisions, if approved by the
Commissioner, need not comply with the requirements of the charter of such
domestic organization.

3. Except as provided in NRS 693B.120, the provisions of NRS 693B.040 to 693B.100,
inclusive, 693B.120 and 693B.130
shall not be applicable during a period of acute emergency to any domestic
organization operating in accordance with emergency bylaws approved by the
Commissioner to the extent that the procedure set forth in such emergency
bylaws relate to subject matter contained in NRS
693B.040 to 693B.100, inclusive.

NRS 693B.030Change of location of principal office; notice to Commissioner.Any domestic organization, without complying
with any provision of law requiring approval, or application for approval, of a
change of location of its principal office may from time to time change the
location thereof during an acute emergency to a suitable location within the
United States, and may carry on its business at such new location during such
acute emergency and for a reasonable time thereafter. Any organization which changes
the location of its principal office during an acute emergency shall notify the
Commissioner thereof in writing as soon as practicable, stating the address of
the new location, the address of the former location, and the dates when
business is ceasing at the former location and commencing at the latter
location.

NRS 693B.040Board meetings: Call; notice.Notwithstanding
any contrary provision of law or of its charter, if at any time during an acute
emergency affecting any domestic organization, no person otherwise empowered to
call meetings of its board is capable of acting, a meeting thereof may be
called by any director or acting director, or if no director or acting director
is capable of acting, by any officer or acting officer. If it is impracticable
or impossible to give notice of a meeting of the board in the manner prescribed
by charter and law, the person calling such a meeting may give notice thereof
by making such reasonable efforts as circumstances may permit to notify each
director and acting director of the time and place of the meeting, but need not
specify the purposes thereof. Failure of any director or acting director to
receive actual notice of a meeting of directors and acting directors shall not
affect the power of the directors and acting directors present at such meeting
to exercise the powers of an emergency board of directors as prescribed in this
section. Nothing contained in this chapter shall be construed as requiring a
meeting of the board of such an organization to be convened in any manner
different from that prescribed by its charter and by the provisions of law
other than this chapter.

NRS 693B.050Emergency board of directors: Numbers; authorized action.If three or more directors or acting directors
of any domestic organization are present at any meeting of its board duly
convened during an acute emergency affecting such domestic organization, they
shall constitute its emergency board of directors which, notwithstanding any
contrary provision of law or of its charter, may, subject to the limitation
prescribed in this chapter, by a majority of those present, take any action
which may be necessary to enable such domestic organization to meet the exigencies
of the acute emergency and conduct its business during such period.

NRS 693B.060Emergency board of directors: Powers.The
powers of an emergency board of directors shall include, but shall not be
limited to, the following:

1. At any meeting to elect such acting
directors as it may deem necessary, without regard to the number of directors
which would otherwise be required, to serve in any positions on such board
which are vacant or in place of any directors or acting directors who are
absent from such meeting, but not to elect any director on a permanent basis.

2. To elect such acting officers as it may
deem necessary, without regard to the number of officers which would otherwise
be required, to serve in any offices which are vacant or in place of any
officers or acting officers who fail to appear and assume their duties, to fix
the compensation and determine the powers and duties of acting officers and to
remove acting officers, but not to remove any officer or fill any vacancy on a
permanent basis or to cause the organization to enter into any contract of
employment for a term of over 1 year.

3. To cause the organization to change the
location of its principal office, pursuant to NRS
693B.030, or any of its places of business, and to authorize such action as
it may deem appropriate to acquire space and facilities at the new locations,
but not to acquire for use as its principal office property in fee or for a
term of over 1 year.

4. To postpone any meeting of the
stockholders, policyholders, members or directors of such organization if, in
the judgment of the members of such emergency board of directors, it would be
impracticable to hold such meeting at the time it would otherwise have been
held or conducted.

5. If it appears to an emergency board of
directors that a quorum of the board cannot be assembled within a reasonable
time, to call a meeting of the stockholders, policyholders or members of the
organization to be held as soon as the circumstances may reasonably permit, at
a place to be designated by the emergency board of directors within this state
or a contiguous state, for the purpose of electing directors to fill vacancies
on the board, but for no other purpose, and to propose nominees for such
election. Any such meeting of stockholders, policyholders or members shall be
held upon notice given in accordance with the charter of the organization and
applicable law other than this chapter.

NRS 693B.070Commissioner to be notified of meetings of emergency board of
directors.As soon as practicable
after each meeting of an emergency board of directors, the person who presided
thereat shall notify the Commissioner in writing of the time and place of such
meeting, of the manner in which notice thereof was given, of the persons
present, and of all actions taken at such meeting.

NRS 693B.080Acting directors: Qualifications; oaths not required.No person prohibited by law or by the charter
of a domestic organization from serving as a member of its board shall be
eligible to serve as an acting director except that no person shall be
disqualified to serve as an acting director by reason of not being a
stockholder, policyholder or member of such organization, by reason of not
being a resident of this state or of a contiguous state, or by reason of the
number of the directors or acting directors who are officers, acting officers
or employees of the organization. Any person may serve as an acting director of
a fund who is a director, acting director, officer or acting officer of an
organization which is party to the agreement creating the fund. No oath of
acting directors shall be required.

NRS 693B.090Acting directors: Powers; compensation.Acting
directors elected pursuant to the provisions of NRS
693B.060, or appointed pursuant to the provisions of NRS 693B.110, shall be entitled to notice of and to
vote at all meetings of an emergency board of directors equally with directors.
Acting directors shall not be entitled to take part in the deliberations or to
vote at any meeting of the board which is duly convened in accordance with the
applicable provisions of its charter and of law other than this chapter, and at
which a quorum is present. Each acting director shall serve until the director
or acting director in whose place he or she was elected or appointed attends a
meeting of the board or until a director is duly elected to fill the vacancy in
which such acting director has been serving, whichever event occurs earlier. An
acting director shall be entitled to the compensation, if any, payable to a
director.

NRS 693B.100Acting officers: Powers, duties and compensation.Acting officers elected pursuant to NRS 693B.060 shall have such powers and duties and
receive such compensation as may from time to time be determined by the board
or emergency board of directors. Each acting officer shall serve until the
officer in whose place he or she was elected appears and assumes his or her
duties or until a successor officer or acting officer is elected, whichever
event occurs earlier.

NRS 693B.110Designation of acting directors by Commissioner.If, at any time during an acute emergency, the
number of directors or acting directors of a domestic organization who are
capable of acting is less than three, the Commissioner may designate additional
acting directors in such number as will bring to three the number of directors
and acting directors who are capable of acting.

NRS 693B.120Power of Commissioner to resolve controversy concerning actions
of emergency board of directors.To
resolve controversy as to the power of any group of persons purporting to act
as an emergency board of directors so to act, the Commissioner may, upon a
determination that such action will tend to promote the safe and sound and
orderly conduct of the business of any domestic organization, issue orders
declaring that any such group shall or shall not have the powers of an
emergency board of directors, or confirming, modifying or vacating in whole or
in part any action taken or purportedly taken by any such group, or removing
any acting director.

NRS 693B.130Commissioner may declare certain provisions of law operative and
inoperative; powers of companies, officers and directors.

1. At any time after an attack, upon
determination by the Commissioner that such action will tend to promote
certainty as to the powers of organizations or individuals pursuant to this
chapter, or that such action is desirable to enable organizations to take
preparatory precautions prior to the occurrence of an acute emergency, the
Commissioner may declare that any provision of this chapter which the
Commissioner may specify shall be operative with respect to any domestic
organization or to the Nevada business of any other organization which the
Commissioner may designate. Upon such declaration such organization and its
directors, officers, acting directors and acting officers shall have all powers
conferred by such provisions of this chapter. The failure of the Commissioner
so to declare shall not be deemed to limit the powers of any organization or
its directors, officers, acting directors or acting officers where an acute
emergency exists in fact.

2. At any time after the commencement of
an acute emergency or after the Commissioner has declared any provision of this
chapter operative pursuant to subsection 1, upon determination by the
Commissioner that an organization is able, in whole or in part, to carry on its
business in compliance with its charter and the laws other than this chapter,
the Commissioner may declare that any provision of this chapter which the
Commissioner may specify shall be inoperative with respect to any domestic
organization or to the Nevada business of any other organization which the
Commissioner may designate. Upon such declaration, such organization shall be
governed by its charter and the provisions of law other than this chapter
except insofar as other provisions of this chapter remain operative.

NRS 693B.140Commissioner may take possession of business and property of
organizations.Upon the
Commissioner’s determination that, as a result of an acute emergency, the
business and affairs of an organization cannot otherwise be conducted in a safe
and sound manner, the Commissioner may forthwith take possession of the
business and property of the organization within this state or, if a domestic
organization, its business and property wherever situated. The provisions of chapter 696B of NRS (conservation,
rehabilitation, liquidation) shall be applicable in any case in which the
Commissioner takes possession of an organization pursuant to this section as
though the organization were an insurer of which the Commissioner had taken
possession pursuant to chapter 696B of NRS
(conservation, rehabilitation, liquidation), except that no such provision
shall be applicable which the Commissioner has declared inapplicable pursuant
to this section. The Commissioner shall have power to declare inapplicable any
such provision upon determination by the Commissioner that the same is
inappropriate or unnecessary to protect the interests of the public or the
stockholders or creditors of the organization, in view of the acute emergency
and the nature of the organization.

NRS 693B.150Commissioner to exercise powers only if court not available to
make necessary orders; regulations, directives and orders of Commissioner.

1. The powers given the Commissioner by NRS 693B.120 and 693B.140
shall be exercised by the Commissioner only if there is no court of competent
jurisdiction available to which an application can be made for an order
permitting the Commissioner to exercise such powers with respect to a
particular organization, but the powers conferred by NRS
693B.140 shall not be exercised in the case of an organization which is not
insolvent within the meaning of NRS
696B.210, unless the Commissioner finds that such organization lacks
personnel able to manage its business in the interests of the public, its
stockholders and policyholders.

2. The Commissioner may issue general and
specific regulations, directives and orders consistent with and in furtherance
of the purposes of this chapter.

NRS 693B.160Presumption of acute emergency; powers of board or emergency
board of directors.

1. In any action or proceeding it shall be
presumed that an acute emergency existing within any city or county within the
state constitutes an acute emergency affecting every organization doing
business within such city or county.

2. During an acute emergency:

(a) The board of a domestic organization which
has adopted emergency bylaws, approved by the Commissioner, shall have the
powers conferred by such bylaws and, except as provided in subsection 1 of NRS 693B.130, shall, to the extent that such bylaws
relate to the subject matter contained in NRS 693B.040
to 693B.100, inclusive, have no other or different
powers with respect to such subject matter.

(b) The board of a domestic organization which
has not adopted emergency bylaws, approved by the Commissioner, shall have all
powers of an emergency board of directors pursuant to NRS
693B.030 to 693B.100, inclusive.

NRS 693B.170Effect of chapter on organization’s power and on foreign and
alien companies.Nothing in this
chapter shall be construed to limit the powers of any organization, or to
permit or require any organization which is not domiciled in this state, or any
branch, office or agency of such organization, or the directors, officers,
policyholders or stockholders of any such organization to act, or fail to act,
in such a manner as would violate the laws of the jurisdiction wherein such
organization has its domicile.